September 1, 2019
Privacy; Non-Confidentiality of Submissions
You represent and warrant that you are of legal age to form a binding contract and that you will only use the Services for your own personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you.
You represent, warrant, and agree that you will not use the Services or interact with the Services in a manner that:
Infringes or violates the intellectual property rights or any other rights of anyone else (including Eclipse);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (defined below) through use of manual or automated means;
- Copies or stores any significant portion of the Content; or
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
We reserve the right, in our discretion and at any time, to remove any Content from the Services, suspend or discontinue any part of the Services, introduce new features or impose limits on certain features, or restrict access to parts or all of the Services.
Content Ownership and Licenses
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Eclipse’s) rights. You understand that Eclipse owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works based on, or commercially exploit any of the Services. If you contact us or provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “User Submission”), then you grant Eclipse a license to use and exercise all rights in that User Submission, in connection with the Services and/or otherwise in connection with Eclipse’s and its affiliates’ business(es).
Eclipse has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Eclipse will not and cannot monitor, verify, censor or edit the content of any third party site or service.
By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
THE SERVICES AND CONTENT ARE PROVIDED BY ECLIPSE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
To the fullest extent allowed by applicable law, under no circumstances and under no legal theory (including, without limitation, tort, contract, strict liability, or otherwise) shall Eclipse (or its licensors, suppliers or affiliates, including affiliated funds) be liable to you or to any other person for any indirect, special, incidental, or consequential damages of any kind, including damages for lost profits, loss of goodwill, work stoppage, accuracy of results, or computer failure or malfunction or (b) any matter beyond our reasonable control. Some states do not allow the exclusion or limitation of certain damages, so the above limitation and exclusions may not apply to you.
You agree to indemnify and hold Eclipse, its affiliates (including affiliated funds), officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or related to any third party claims relating to your violation of these Terms.
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Eclipse’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in, respectively, Santa Clara County, California, or the Northern District of California. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. There are no third party beneficiaries intended under these Terms. These Terms are the only agreement between the parties with respect to the subject matter herein; provided, however, that these Terms do not supersede any other agreements we may have with you with respect to different subject matter. Except for changes to the Terms by us (as described herein), no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.